SEC Form 4 · accession 0001246360-18-001312
DST SYSTEMS INC · DST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan J Boehm
Officer — Exe VP & President of Subsidia
Period of report
Apr 16, 2018
Accepted (ET)
Apr 18, 2018 · 5:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000714603
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 16, 2018 | D | 66,015 | $84.00 | D | 24,771 | D | |
| Common StockF2 | Apr 16, 2018 | D | 24,771 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3 | $23.755 | Apr 16, 2018 | D | 14,174 | D | Dec 1, 2012 | Dec 1, 2021 | Common Stock | 14,174 | 0 | D |
Explanation of responses
- F1Consists of shares of common stock and vested RSUs that were cancelled in exchange for $84.00 per share pursuant to the terms of an Agreement and Plan of Merger (the Merger Agreement) dated as of January 11, 2018 among DST Systems, Inc. (the Company), SS&C Technologies Holdings, Inc. (SS&C) and Diamond Merger Sub, Inc. (Merger Sub), pursuant to which Merger Subs will merge (the Merger) with and into the Company, whereupon the existence of Merger Sub will cease and the Company will become the surviving corporation and an indirect wholly owned subsidiary of SS&C. The Merger became effective on April 16, 2018 (the Effective Time).
- F2Consists of unvested restricted stock units (Unvested RSUs) that were converted, pursuant to the Merger Agreement into unvested RSUs in respect of SS&C common stock, with each unvested RSU converted into 1.70140 RSUs of SS&C.
- F3Pursuant to the terms of the Merger Agreement, each vested option to purchase Common Stock that was outstanding prior to the Effective Time was cancelled and converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock underlying such option and (B) the excess, if any, of $84.00 over the applicable exercise price of such option.